Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if: i. any Person (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing one-half (50%) or more of the combined voting power of the Company’s then outstanding voting securities; ii. the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the date of this Agreement, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders was approved or recommended by a vote of a majority of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommended; iii. there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the Board of Directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or iv. there is a complete liquidation of the Company or there is sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
Appears in 12 contracts
Samples: Change in Control Severance Agreement (REV Group, Inc.), Change in Control Severance Agreement (REV Group, Inc.), Change in Control Severance Agreement (REV Group, Inc.)
Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:
i. (i) any Person (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing one-half third (5033 1/3%) or more of the combined voting power of the Company’s then outstanding voting securities;
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the date of this Agreement, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders was approved or recommended by a vote of a majority at least two-thirds ( 2/3) of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommended;
(iii. ) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the Board of Directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or
(iv. there is ) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which (A) the holders of the Stock immediately prior to such transaction or series of transactions continue to have substantially beneficially own, directly or indirectly, the same proportionate ownership in an outstanding voting securities of the entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions (the “Surviving Entity”) in substantially the same proportions relative to other such holders of Stock as their ownership of the Stock immediately prior to the transaction or series of transactions, (B) the Stock of the Company outstanding immediately prior to such transaction or series of transactions continues to represent (either by remaining outstanding or by being converted into voting securities of the Surviving Entity or any parent thereof) at least 60% of the combined voting power of the voting securities of the Surviving Entity or any parent thereof outstanding immediately after such transaction or series of transactions, (C) no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Surviving Entity representing one-third (33 1/3%) or more of (1) the combined voting power of the Surviving Entity’s then outstanding voting securities or (2) the then outstanding voting securities of the Surviving Entity, and (D) immediately following such transaction or series of transactions the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the Board of Directors of the Company, the Surviving Entity or any parent thereof.
Appears in 9 contracts
Samples: Key Executive Employment and Severance Agreement (Bucyrus International Inc), Key Executive Employment and Severance Agreement (Bucyrus International Inc), Key Executive Employment and Severance Agreement (Bucyrus International Inc)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 30% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of on the date of this Agreement, constitute Agreement constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a 11 of Regulation 14A under the Act) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of on the date of this Agreement Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or
(iii) the consummation of a merger, consolidation or share exchange of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or share exchange, or (B) a merger, consolidation oror share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, if directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of common stock of the Company or the entity surviving such merger is combined voting power of the Company’s then a subsidiary, the ultimate parent thereofoutstanding voting securities; or
(iv. there is ) the consummation of a plan of complete liquidation or dissolution of the Company or there is a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the individuals who comprise the Board of Directors same proportions as their ownership of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
Appears in 9 contracts
Samples: Key Executive Employment and Severance Agreement (nVent Electric PLC), Key Executive Employment and Severance Agreement (PENTAIR PLC), Key Executive Employment and Severance Agreement (PENTAIR PLC)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be determined with reference to Alliant Energy Corporation as the Company, as more fully set forth below, and shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than the Company (A) Alliant or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareowners of Alliant in substantially the same proportions as their ownership of stock in Alliant (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the Company securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [current date], pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 20% or more of either the then outstanding shares of common stock of Alliant or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of Alliant then serving: (A) individuals who, as of the date of this Agreementon [same current date], constitute constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareowners was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of the date of this Agreement on [same current date], or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of the Company share exchange involving Alliant (or any direct or indirect subsidiary of the Company with Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareowners of Alliant at a meeting of shareowners held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any other corporation, other than a merger or consolidation immediately following which the individuals who comprise such persons appointed to the Board of to be Continuing Directors of the Company immediately prior thereto constitute at least results in a majority of the Board of Directors Change in Control of the Company, the entity surviving subsequent qualification of such merger or consolidation or, if persons as Continuing Directors shall not alter the fact that a Change in Control of the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereofoccurred; or
(iii) the shareowners of Alliant approve a merger, consolidation or share exchange of Alliant with any other corporation or approve the issuance of voting securities of Alliant in connection with a merger, consolidation or share exchange of Alliant (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the voting securities of Alliant outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of Alliant or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of Alliant (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of Alliant (not including in the securities beneficially owned by such Person any securities acquired directly from Alliant or its Affiliates after [same current date], pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of Alliant or the combined voting power of the Company’s then outstanding voting securities; or
(iv. there is ) the shareowners of Alliant approve a plan of complete liquidation or dissolution of Alliant or an agreement for the Company or there is sale or disposition by the Company Alliant of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), other than a sale or disposition by the Company Alliant of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board of Directors entity at least 75% of the Company combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of Alliant immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of Alliant immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company Alliant immediately following such transaction or series of transactions.
Appears in 5 contracts
Samples: Key Executive Employment and Severance Agreement (Alliant Energy Corp), Key Executive Employment and Severance Agreement (Wisconsin Power & Light Co), Key Executive Employment and Severance Agreement (Interstate Power & Light Co)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of on the date of this Agreement, constitute Agreement constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of on the date of this Agreement Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or
(iii) the consummation of a merger, consolidation or share exchange of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), other than (A) a merger, consolidation or share exchange that would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or share exchange, or (B) a merger, consolidation oror share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, if directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the entity surviving such merger is combined voting power of the Company’s then a subsidiary, the ultimate parent thereofoutstanding voting securities; or
(iv. there is ) the shareholders of the Company approve of a plan of complete liquidation or dissolution of the Company or there is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the individuals who comprise the Board of Directors same proportions as their ownership of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
Appears in 3 contracts
Samples: Executive Employment and Severance Agreement (Regal Beloit Corp), Executive Employment and Severance Agreement (Regal Beloit Corp), Executive Employment and Severance Agreement (Regal Beloit Corp)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after ____________, 200_, pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of the date of this Agreementon __________, constitute 200_ constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of the date of this Agreement on _________, 200_, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or
(iii) the shareholders of the Company approve a merger, consolidation or share exchange of the Company with any other corporation or approve the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or share exchange, or (B) a merger, consolidation oror share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, if directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after __________, 200_, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the entity surviving such merger is combined voting power of the Company’s then a subsidiary, the ultimate parent thereofoutstanding voting securities; or
(iv. there is ) the shareholders of the Company approve of a plan of complete liquidation or dissolution of the Company or there is an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the individuals who comprise the Board of Directors same proportions as their ownership of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
Appears in 2 contracts
Samples: Key Executive Employment and Severance Agreement (Regal Beloit Corp), Key Executive Employment and Severance Agreement (Regal Beloit Corp)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of on the date of this Agreement, constitute Agreement constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Act) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of on the date of this Agreement Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or
(iii) the consummation of a merger, consolidation or share exchange of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or share exchange, or (B) a merger, consolidation oror share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, if directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the entity surviving such merger is combined voting power of the Company’s then a subsidiary, the ultimate parent thereofoutstanding voting securities; or
(iv. there is ) the consummation of a plan of complete liquidation or dissolution of the Company or there is a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the individuals who comprise the Board of Directors same proportions as their ownership of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
Appears in 2 contracts
Samples: Key Executive Employment and Severance Agreement (Pentair Inc), Key Executive Employment and Severance Agreement (Pentair Inc)
Change in Control of the Company. For purposes of this Agreement, a “Change in Control of the Company” Company shall be deemed to have occurred if:
i. (i) any Person (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any subsidiary of the Company, any Person organized, appointed or established pursuant to the terms of any such benefit plan or any trustee, administrator or fiduciary of such a plan) is or becomes the Beneficial Owner, directly or indirectly, Owner of securities of the Company representing one-half (50%) or more at least 30% of the combined voting power of the Company’s then outstanding voting securities;
(ii. the following individuals cease for any reason to constitute a majority ) one-half or more of the number of directors then serving: individuals who, as members of the date of this Agreement, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but are not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders was approved or recommended by a vote of a majority of the directors then still in office who either were directors as of the date of this Agreement or whose appointment, election or nomination for election was previously so approved or recommendedContinuing Directors;
(iii. ) there is shall be consummated a merger any merger, consolidation, or consolidation of the Company or any direct or indirect subsidiary reorganization of the Company with any other corporation, corporation as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity are owned by the former shareholders of the Company other than a shareholder who is an Affiliate or Associate of any party to such consolidation or merger;
(iv) there shall be consummated any merger of the Company or share exchange involving the Company in which the Company is not the continuing or surviving corporation other than a merger or consolidation immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority in which each of the Board of Directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or
iv. there is a complete liquidation of the Company or there is sale or disposition by the Company of all or substantially all holders of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Common Stock immediately prior to such transaction or series of transactions continue to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger;
(v) there shall be consummated any sale, lease, exchange or other transfer (in an entity which owns all one transaction or a series of related transactions) of all, or substantially all all, of the assets of the Company immediately following such transaction to a Person which is not a wholly owned subsidiary of the Company; or
(vi) the shareholders of the Company approve any plan or series proposal for the liquidation or dissolution of transactionsthe Company.
Appears in 2 contracts
Samples: Executive Employment and Severance Agreement (Integrys Energy Group, Inc.), Executive Employment and Severance Agreement (Integrys Energy Group, Inc.)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of on the date of this Agreement, constitute Agreement constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of on the date of this Agreement Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or
(iii) the shareholders of the Company approve a merger, consolidation or share exchange of the Company with any other corporation or approve the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or share exchange, or (B) a merger, consolidation oror share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, if directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the entity surviving such merger is combined voting power of the Company’s then a subsidiary, the ultimate parent thereofoutstanding voting securities; or
(iv. there is ) the shareholders of the Company approve of a plan of complete liquidation or dissolution of the Company or there is an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the individuals who comprise the Board of Directors same proportions as their ownership of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
Appears in 1 contract
Samples: Executive Employment and Severance Agreement (Regal Beloit Corp)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 30% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of on the date of this Agreement, constitute Agreement constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Act) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of on the date of this Agreement Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or
(iii) the consummation of a merger, consolidation or share exchange of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or share exchange, or (B) a merger, consolidation oror share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, if directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of common stock of the Company or the entity surviving such merger is combined voting power of the Company’s then a subsidiary, the ultimate parent thereofoutstanding voting securities; or
(iv. there is ) the consummation of a plan of complete liquidation or dissolution of the Company or there is a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the individuals who comprise the Board of Directors same proportions as their ownership of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
Appears in 1 contract
Samples: Key Executive Employment and Severance Agreement (Pentair Inc)
Change in Control of the Company. For all purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:
i. upon the occurrence of any Person of the events described in subparagraphs (i), (ii), (iii) or (iv) below: • Any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than an employee benefit plan of the Company or any a trustee or other fiduciary holding securities under an employee benefit plan of the Company) , is or becomes the Beneficial Owner“beneficial owner “ (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing one-half (50%) 35% or more of the combined Company’s outstanding securities then having the right to vote in elections of persons to the Board, regardless of the comparative voting power of any such securities and regardless of whether or not the Company’s then outstanding voting securities;
ii. Board shall have approved the following individuals cease for acquisition or ownership of any reason to constitute a such securities by such person; or • A majority of the number Board shall be comprised of directors then serving: individuals who, as persons (A) designated by any person(s) who shall have entered into an agreement with the Company to effect a transaction of the date of this Agreement, constitute type described in subparagraphs (i) or (iii) hereof or (B) other than those persons constituting the Board of Directors of on the Company Commencement Date and any new director (those other than a director persons whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company Board, or nomination for election by the Company’s stockholders shareholders of the Company to the Board, was approved or recommended by a vote of a majority at least two-thirds of the directors then still in office who either were directors as of constituting the date of this Agreement Board on the Commencement Date or whose appointment, election by or nomination for election to the Board was previously so approved approved; or recommended;
iii. there is consummated a • The holders of securities of the Company entitled to vote thereon shall approve either: • A merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, regardless of which entity is the surviving or resulting entity, other than a merger or consolidation immediately following which the individuals who comprise the Board of Directors which: • would result in those securities of the Company outstanding immediately prior thereto constitute at least a majority of the Board of Directors of the Company, the entity surviving to such merger or consolidation or, if and then having the right to vote in elections of persons to the Board continuing immediately after such merger or consolidation to represent (either by remaining outstanding or by being changed or converted into securities of the surviving or resulting entity) at least 65% of the surviving or resulting entity’s outstanding securities then having the right to vote in elections of persons to the Board; or • in purpose and effect is the functional equivalent of an asset acquisition by the Company or and in which the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or
iv. there is a complete liquidation senior executive officers of the Company (specifically including, without limitation, the President and each Executive Vice President and Senior Vice President and each person designated as the Chief Executive Officer, Chief Operating Officer or there is sale Chief Financial Officer) immediately prior to such merger or disposition by consolidation will continue, upon the Company of effectiveness thereof, to serve in the same capacities with the surviving or resulting entity, without change in their respective positions, responsibilities, powers, compensation and benefits; or • A plan or agreement under which all or substantially all of the Company’s assets would be liquidated, distributed, sold or otherwise disposed of (otherwise than by leases entered into in the ordinary and normal course of business); or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all • The Compensation Committee of the Company’s assets Board shall adopt a resolution to an entitythe effect that, immediately following which in the individuals who comprise the Board judgment of Directors of the Company immediately prior thereto constitute at least such committee, as a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred by virtue of the consummation consequence of any transaction one or series of integrated more transactions immediately following which the holders of the Stock immediately prior to such transaction or events or series of transactions continue to have substantially the same proportionate ownership or events, that a change in an entity which owns all or substantially all of the assets control of the Company immediately following has effectively occurred. The Compensation Committee of the Board shall be entitled to exercise its sole and absolute discretion in exercising its judgment and in the adoption of such transaction resolution, whether or series not any such transaction(s) or event(s) might be deemed, individually or collectively, to satisfy any of transactionsthe criteria set forth in subparagraphs(i) through (iii) above.
Appears in 1 contract
Samples: Change in Control and Severance Agreement (FelCor Lodging Trust Inc)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 30% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of on the date of this Agreement, constitute Agreement constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a‑11 of Regulation 14A under the Act) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of on the date of this Agreement Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or
(iii) the consummation of a merger, consolidation or share exchange of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger merger, consolidation or share exchange, or (B) a merger, consolidation oror share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, if directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of common stock of the Company or the entity surviving such merger is combined voting power of the Company’s then a subsidiary, the ultimate parent thereofoutstanding voting securities; or
(iv. there is ) the consummation of a plan of complete liquidation or dissolution of the Company or there is a sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any transaction having a similar effectperiod of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the individuals who comprise the Board of Directors same proportions as their ownership of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereofsale. Notwithstanding the foregoing, a no “Change in Control of the Company Company” shall not be deemed to have occurred by virtue of the consummation of if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Stock common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially own, directly or indirectly, in the same proportionate proportions as their ownership in the Company, an entity which that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
Appears in 1 contract
Samples: Key Executive Employment and Severance Agreement (Pentair LTD)
Change in Control of the Company. For purposes of this Agreement, a A “Change in Control of the Company” shall be deemed to have occurred ifif an event set forth in any one of the following paragraphs shall have occurred:
i. (i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an any employee benefit plan of the CompanyCompany or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing one-half (50%) 30% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities;; or
(ii. ) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of on the date of this Agreement, constitute Agreement constituted the Board of Directors of the Company and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a 11 of Regulation 14A under the Act) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company’s stockholders shareholders was approved or recommended by a vote of a majority at least two-thirds (2/3) of the directors then still in office who either were directors as of on the date of this Agreement Agreement, or whose appointment, election or nomination for election was previously so approved (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or recommended;
iii. there is consummated in accordance with the terms of an agreement relating to a merger merger, consolidation, or consolidation of share exchange involving the Company (or any direct or indirect subsidiary of the Company with any other corporation, other than Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a merger or consolidation immediately following which vote of at least two-thirds (2/3) of the individuals who comprise then Continuing Directors and are thereafter elected as directors by the Board of Directors shareholders of the Company immediately prior thereto constitute at least a majority meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board of to be Continuing Directors results in a Change in Control of the Company, the entity surviving subsequent qualification of such merger or consolidation or, if persons as Continuing Directors shall not alter the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or
iv. there is a complete liquidation of the Company or there is sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, immediately following which the individuals who comprise the Board of Directors of the Company immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof. Notwithstanding the foregoing, fact that a Change in Control of the Company shall not be deemed to have occurred by virtue of occurred; or (iii) the consummation of any transaction a merger, consolidation or series of integrated transactions immediately following which the holders share exchange of the Stock Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such transaction merger, consolidation or series of transactions continue share exchange continuing to have substantially the same proportionate ownership in an entity which owns all represent (either by remaining outstanding or substantially all by being converted into voting securities of the assets surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately following after such transaction merger, consolidation or series share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of transactions.the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the date of this Agreement, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities; or
Appears in 1 contract
Samples: Key Executive Employment and Severance Agreement (nVent Electric PLC)